UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 12, 2008
------------------------------
NUTRADYNE GROUP, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-26293 20-1661391
- --------------------------------------------------------------------------------
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
927 Canada Court, City of Industry, CA 91748
- --------------------------------------------------------------------------------
(Address, including zip code, of principal executive offices)
Registrant's telephone number, including area code (626) 581-9098
-----------------------------
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
As previously reported by Nutradyne Group, Inc. (formerly "Digital Learning
Management Corporation), a Delaware corporation (the "Company"), in its Current
Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on
December 28, 2006, the Company entered into a Share Exchange Agreement on
December 21, 2006 (the "Agreement") with Changchun Yongxin Dirui Medical Co.,
Ltd, a China corporation, and all of the shareholders of Yongxin, as amended on
June 15, 2007, pursuant which the Company would issue shares of its common stock
to the shareholders of Yongxin and/or its designees in exchange for an equity
interest of Yongxin (the "Share Exchange"). The Share Exchange closed on
November 16, 2007 as reported in the Company's Current Report on Form 8-K filed
with the SEC on November 26, 2007 (the "November 8-K").
It was improperly documented in the Agreement and disclosed in the November 8-K,
that the Yongxin shareholders and the Company agreed that the Yongxin
shareholders sold and the Company acquired 100% of the equity interest of
Yongxin. On April 12, 2008, the parties entered into a Second Amendment to the
Share Exchange Agreement (the "Second Amendment"), effective as
of November 16, 2007, to reflect that the Company in fact desired to acquire
from the Yongxin shareholders, and Yongxin shareholders desired to sell to the
Company, only 80% of the equity interest of Yongxin in exchange for the issuance
by the Company of an aggregate of 21,000,000 shares of the Company's common
stock (after the consummation of that 12 for 1 reverse split of the Company's
common stock effected on October 24, 2007) and 5,000,000 shares of the Company's
series A preferred stock to the Yongxin shareholders and/or their designees. The
Company is currently working on an amendment to the November 8-K to correct the
inaccurate disclosure.
A copy of the Second Amendment is attached hereto as Exhibit 10.1 and
incorporated into this Item 1.01 in its entirety by reference.
ITEM 9.01
(C) EXHIBITS:
EXHIBIT NO. EXHIBIT DESCRIPTION
- ----------- -------------------
10.1 Second Amendment to the Share Exchange Agreement, dated as of
April 12, 2008, effective as of November 16, 2007, by and
among the Company, Changchun Yongxin Dirui Medical Co., Ltd.
and all of the shareholders of Changchun Yongxin Dirui Medical
Co., Ltd.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NUTRADYNE GROUP, INC.
Dated: April 15, 2008 /s/ Yongxin Liu
---------------------
By: Yongxin Liu
Its: Chairman of the Board and
Chief Executive Officer
3